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P. Simmons
P. Simmons, Lawyer
Category: Real Estate Law
Satisfied Customers: 33084
Experience:  12+ yrs. of experience including real estate law.
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I am on a non profit board of directors. The president and

Customer Question

I am on a non profit board of directors. The president and others want to stay on after they had served a 3 year term plus an additional year. Now they want to continue serving. Our N.C. Articles of Incorporation (Charter) states that after a board member does a full three year term, that member has to wait twelve months before he or she can serve on the board again. The Articles further state that those vacating will be replaced by three members to be elected to the Board of Directors. We have members that want to serve. Also, our by laws state that the articles of incorporation supercede our by laws.
Submitted: 5 months ago.
Category: Real Estate Law
Expert:  P. Simmons replied 5 months ago.

Hello! My name is ***** ***** I am a licensed attorney with more than 18 years of experience. I am here to assist you with your questions. Please understand that if I ask you for additional information, you are NOT charged again and our communications are NOT timed. So please see this as a relaxed conversation between friends. I am here to help

Also, if you would like to chat on the phone, let me know and I can make that happen.

I am sorry for this dilemma. But not sure I understand your specific question. Do you have a question regarding this?

Customer: replied 5 months ago.
How can I make those board members comply with our N.C. Articles of Incorporation and inform them that they have to wait for twelve months before they can be re-elected to the Board?
Customer: replied 5 months ago.
By the way, this relates to a non profit business. It does not relate to real estate.Andy
Expert:  P. Simmons replied 5 months ago.

Thanks

Well...the law in this area is clear...a non profit corporation is, still, a corporation. And is bound by state and federal law AND its bylaws and articles of incorporation.

And it is the law that articles of incorporation will "trump" (supersede) any bylaws (since the bylaws can not be created until the corporation is formed by the articles of incorporation).

In the case you are describing, if the articles of incorporation limit the term and impose a "wait time" before they can run again?

The directors MUST comply with the rules.

If they refuse? Any interested party could file a lawsuit and the court would order that that the directors follow the rules.

I would let them know that they have to follow the rules...if they refuse, consider a lawsuit to force them to do so.

Please let me know if you have more questions. I am happy to help if I can. Otherwise, please rate the answer so I may get credit for my work.

Expert:  P. Simmons replied 5 months ago.

Hi
Experts on this site (myself) are compensated ONLY if the customer (yourself) "rate" or "accept" the answer.

Please rate the answer so I may receive credit
Thanks for your understanding
Phil

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